(b) The conditions specified in Clause 3.3 are for the sole
 benefit of Lessee and may be waived or deferred in whole or in
 part by Lessee. Such waiver or deferral may be subject to such
 conditions as shall be accepted by Lessor.

 3.5 POST-CLOSING MATTERS:

 Lessee shall, at its sole cost and expense, provide to Lessor (i)
 evidence that the UCC Financing Statement referenced in Clause
 2.2(b)(i)(y) has been duly filed with the appropriate Government
 Entity in the District of Columbia (which evidence may take the form
 of a filed-stamped copy of such UCC financing statement), (ii)
 evidence that the AAC has issued a permanent registration

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 certificate for the Aircraft as required by Section 8.11(f)(iii) and
 (iii) an opinion of Panamanian counsel to Lessee as to the making of
 proper filings as required by Section 8.11(f)(i).

4. COMMENCEMENT

 4.1 LEASING:

 (a) Subject to satisfaction of the conditions set forth in Clauses
 3.1 and 3.2, Lessor will lease the Aircraft to Lessee and
 Lessee will take the Aircraft on lease for the Term, which
 shall commence on the Delivery Date immediately upon transfer
 of title to the Aircraft from Seller to Lessor, and which
 leasing shall be unconditionally and irrevocably evidenced by
 Lessee's execution and delivery of Lease Supplement No. 1; and

 (b) Lessee will be responsible for all risks associated with any
 loss of or damage to the Aircraft or caused by the operation
 of the Aircraft from the execution of Lease Supplement No. 1
 until the return of the Aircraft to Lessor pursuant to the
 terms of this Agreement.

 4.2 DELIVERY: